-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ChfAwtYqQZ95wj9RbOiW5FUL98nft5a5iSfsQRrXr2cJJkgNbpmZyi7PGSQ0RqO+ 0/0t6vY1iDg5Z88km5k0jQ== 0001181431-09-029617.txt : 20090608 0001181431-09-029617.hdr.sgml : 20090608 20090608212646 ACCESSION NUMBER: 0001181431-09-029617 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090604 FILED AS OF DATE: 20090608 DATE AS OF CHANGE: 20090608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIDDLER JERRY CENTRAL INDEX KEY: 0001008219 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33061 FILM NUMBER: 09880828 MAIL ADDRESS: STREET 1: 1010 ATLANTIC AVE CITY: ALAMEDA STATE: CA ZIP: 94501 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WIND RIVER SYSTEMS INC CENTRAL INDEX KEY: 0000833829 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 942873391 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 500 WIND RIVER WAY CITY: ALAMEDA STATE: CA ZIP: 94501 BUSINESS PHONE: 5107484100 MAIL ADDRESS: STREET 1: 500 WIND RIVER WAY CITY: ALAMEDA STATE: CA ZIP: 94501 4 1 rrd245357.xml FORM 4 X0303 4 2009-06-04 0 0000833829 WIND RIVER SYSTEMS INC WIND 0001008219 FIDDLER JERRY 500 WIND RIVER WAY ALAMEDA CA 94501 1 0 0 0 Common Stock 2009-06-04 4 S 0 45000 11.5217 D 2397554 I See footnote Common Stock 2009-06-04 4 S 0 7500 11.5217 D 500625 I See footnote Common Stock 2009-06-04 4 S 0 3750 11.5217 D 272813 I See footnote Common Stock 2009-06-04 4 S 0 3750 11.5217 D 272813 I See footnote Common Stock 2009-06-04 4 P 0 45000 11.52 A 2442554 I See footnote Common Stock 2009-06-04 4 P 0 7500 11.52 A 508125 I See footnote Common Stock 2009-06-04 4 P 0 3750 11.52 A 276563 I See footnote Common Stock 2009-06-04 4 P 0 3750 11.52 A 276563 I See footnote Common Stock 247953 I See footnote Common Stock 2023.4065 I See footnote The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 3, 2008. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $11.52 to $11.53 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. Shares held directly by The Fiddler and Alden Family Trust for which the reporting person serves as a trustee. Shares held directly by the Jazem II Family Partners LP - Fund 5 for which the reporting person serves as a general partner. Shares held directly by the Jazem I Family Partners LP - Fund 5 for which the reporting person serves as a general partner. Shares held directly by the Jazem IV Family Partners LP - Fund 5 for which the reporting person serves as a general partner. As an unintended consequence of the announcement just before market open on June 4, 2009 of the entering into of an agreement for the acquisition of all outstanding capital stock of the Issuer pursuant to an Agreement and Plan of Merger among Intel Corporation, APC II Acquisition Corporation and the Issuer (the "Merger Agreement"), certain sales pursuant to the reporting person's Rule 10b5-1 trading plan occurred in the early hours of trading after the opening of market. The reporting person did not intend to sell any shares pursuant to the Rule 10b5-1 plan or otherwise once the Merger Agreement was executed except in connection with the tender offer related to the Merger Agreement. (Continue to footnote 8) As a result, the administrator of the Rule 10b5-1 plan, at the instruction of the reporting person, repurchased on the open market an equal number of shares sold from the Rule 10b5-1 plan in order to put the reporting person in the same position relative to the holdings of the reporting person's shares as before the announcement. Shares held directly by the Jazem III Family Partners - Fund 5 for which the reporting person serves as a general partner. Shares held directly by a 401(k) Plan. As of June 5, 2009, the reporting person owned 6,342.916 units, which units represent interests in a Wind River 401(k) plan. As of June 5, 2009, these units equate in value to approximately 2,023.4065 shares of Wind River common stock at the closing price of Wind River common stock as of June 5, 2009 of $11.63 per share. The information in this report on Form 4 is based on a plan statement dated as of June 5, 2009. /s/ Ian R. Halifax, by Power of Attorney 2009-06-08 -----END PRIVACY-ENHANCED MESSAGE-----